Before Pirates of the Caribbean: The Curse of the Black Pearl was released, its arrival was greeted with skepticism. After all, this was a movie based on a theme park ride. The production went on to be one of the best reviewed motion pictures of 2003, and "if" questions about a second installment became "when." Because the follow-up story devised by director Gore Verbinski and writers Ted Elliott & Terry Rossio was too big for a single film, the filmmakers decided to make Pirates 2 and Pirates 3 back-to-back (as was done with The Matrix and Back to the Future sequels, and the entire Lord of the Rings trilogy), providing less down time in between episodes. The verdict for the middle movie of the proposed three-film arc: although not as much fun as its predecessor, it nevertheless delivers enough jaunty adventure and derring-do to keep fans entertained. The double-cliffhanger ending assures that audience members will be back for Pirates 3. In fact, if the movie didn't look so good on the big screen, I might be tempted to recommend that viewers wait for the next movie to open, then rent this one and see them as a double-feature.

Pacing is a problem for Pirates of the Caribbean: Dead Man's Chest. The 155-minute long film lurches through about 60 minutes of set-up before launching into its main story in earnest. The amount of time it takes Verbinski to get all the pieces in play makes the plot seem more complicated than it is. Dead Man's Chest is essentially a quest movie: find the key and chest, and use one to open the other. Of course, multiple factions want what's inside the chest, so that sets up the conflict. Once everything is established, the movie offers plenty of what made the first one so popular, but there's a sense that Dead Man's Chest doesn't need to be as long as it is.

Nearly everyone, favorites and not-so-favorites, are back. Will Turner (Orlando Bloom) and Elizabeth Swann (Keira Knightley) are about to be married when they are arrested on charges that they abetted the escape of the notorious Captain Jack Sparrow (Johnny Depp). (See events of the first film for details.) Lord Cutter Beckett (Tom Hollander), the man behind the warrants, doesn't really want to see Will and Elizabeth die. He wants to cut a deal. If they agree to help him, he'll see that they avoid the gallows. All they have to do is locate Jack and persuade him to give up his magic compass. Will goes first, locates Jack, ends up captured by a bunch of cannibals who worship the good Captain as their god, then escapes with Jack and others onto the Black Pearl. Jack is searching for a mysterious key and an even more mysterious chest, but he's not the only one. Davy Jones (Bill Nighy), a half-human half-squid who controls the mythological Kraken, also wants the chest, albeit for different reasons. Finding the chest becomes a race, with Will trapped in between. Elizabeth frees herself from Lord Beckett's clutches and joins the fray with the goal of saving Will, then discovers to her horror that she may be more romantically attracted to the devious Jack than her straight-as-an-arrow fiancé.

The comedy in Dead Man's Chest is more subdued than in The Curse of the Black Pearl, but there's still a strong sense of irreverence. One of the movie's biggest action sequences, which takes place on an island and feature no less than five factions struggling for possession of two items, is heavily influenced not only by Errol Flynn but by Looney Tunes and the Three Stooges. Yes, there's sword action and ship-to-ship cannon action, but there's also a runaway water wheel, characters fleeing hither and fro, and a monster that literally loses its head and keeps shouting orders. The movie isn't as flip as its predecessor, but it avoids the deadly trap of taking itself too seriously. Then again, it's hard to figure how a production with the central character of Captain Jack could ever stumble into that pitfall. As he was in The Curse of the Black Pearl, Jack doesn't know the meaning of the word "serious," even when he's staring into the maw of the Kraken.

If it's the characters that keep film-goers coming back, there's reason to rejoice. Johnny Depp's Captain Jack has lost none of his swishy swagger. Depp is in peak form again, burying himself in the part and making the Captain the most dashing rogue this side of Han Solo. We don't see much of it, but we believe Elizabeth when she asserts there's a heart of gold inside the carefree exterior. For her part, Knightley has grown into Elizabeth. The character feels more integral to the story than in The Curse of the Black Pearl, where she was more often than not the obligatory love interest. Dead Man's Chest takes Elizabeth's romantic life in an unexpected direction, as sparks fly between her and Jack. Knightley and Depp have chemistry; Knightley and Bloom do not. Therefore, this pairing makes sense. Plus, as there's a submerged goodness in Jack, there's a hidden devilish side to Elizabeth.

Orlando Bloom's Will is a little more interesting this time around, but not much more. Bloom is adequate, and his legion of fans will have plenty to squeal about, but he is often overshadowed by Depp and/or Knightley. Actually, many of his scenes are with the CGI-enhanced Bill Nighy, whose voice is marginally more recognizable than his features. Davy Jones represents a creepy villain (splendidly rendered on a computer), but he lacks the vicious charm of Geoffrey Rush. Viewers will feel the absence of Barbarosa (although not his monkey). Stellan Skarsgård joins the film as Will's dead (?) father, Bootstrap Bill. (Death in the Pirates of the Caribbean universe is little more than a temporary inconvenience.) Jonathan Pryce (as Elizabeth's father) and Jack Davenport (as Elizabeth's former earnest suitor) both return, as do the comedic duo of Mackenzie Crook and Lee Arenberg as the series' versions of C3PO and R2D2.

In essence, Dead Man's Chest gives us an opportunity to join old friends on a new adventure that isn't substantially different from the old one. Many of the same elements are here - ghost ships, the walking dead, hidden treasure - and that's all right because it's part of what we might now refer to as the "Pirates of the Caribbean formula." The slow, uneven beginning is more than compensated for by the rousing climax, and the last scene promises more of the same the next time around, with possibly greater things to come. If I had to choose between the first two films in terms of which provides the more full entertainment experience, I would pick The Curse of the Black Pearl, but Dead Man's Chest isn't far behind.